DECREE PROVIDING GUIDELINES FOR IMPLEMENTATION OF LAW … · 2016-07-26 · the Law on Enterprises and relevant laws and shall carry out investment procedures in accordance with the

Phillips Fox Translation - Draft Decree 1

GOVERNMENT SOCIALIST REPUBLIC OF VIETNAMIndependence - Freedom - Happiness

No. -2006-ND-CP Hanoi, [ ] 2006

Draft 1653

DECREEPROVIDING GUIDELINES FOR IMPLEMENTATION OF

LAW ON INVESTMENT

Pursuant to the Law on Organization of the Government dated 25 December 2001;

Pursuant to the Law on Investment 59-2005-QH11 dated 29 November 2005;

On the proposal of the Minister of Planning and Investment;

Decrees:

CHAPTER I

General Provisions

Article 1 Governing scope

1. This Decree provides guidelines for implementation of the Law on Investment passed byLegislature XI of the National Assembly of the Socialist Republic of Vietnam at its 8thSession on 29 November 2005 in relation to investment activities for business purposes;rights and obligations of investors; guarantees for legitimate rights and interests ofinvestors; encouragement and investment incentives; State administration of investmentin Vietnam.

2. The Government shall provide separate regulations on offshore investment; and oninvestment activities in the form of build-operate-transfer contract, build-transfer-operatecontract and build-transfer contract and investment activities and business of Stateowned capital.

3. Indirect investment activities in the form of purchase of shareholding, shares, bonds andother valuable papers; and investment through securities investment funds and throughother intermediary financial institutions shall be implemented in accordance with the lawon securities and other relevant laws.

Article 2 Interpretation of terms

In this Decree, the following terms shall be construed as follows:

1. Investment assets means tangible or intangible assets owned or managed by an investorin order to perform his or her investment project, including:

(a) Shareholding, shares and other valuable papers of the investor;

(b) Bonds, debts and other forms of borrowing;

(c) Contractual rights comprising rights pursuant to turn-key contracts, constructioncontracts, management contracts, and product or revenue sharing contracts;

(d) Rights to recover debts and contractual rights with economic value;


(e) Technology and intellectual property rights including trademarks, industrial designs,inventions, trade names, origin or appellation of origin of goods;

(f) Concessional rights including rights pertaining to exploration and exploitation ofnatural resources;

(g) Real property and rights with respect to real property including the right to leaseout, to assign, to mortgage or to provide guarantees;

(h) Items of revenue derived from investment activities such as profits, interest onshareholding, dividends, royalties and all types of fees;

(i) Assets and rights with different economic value in accordance with law andinternational treaties of which Vietnam is a member.

2. New investment projects include projects which are implemented for the first time orinvestment projects in new establishments which are independent from the projectcurrently operating.

3. Investment project for expansion of scale means a project which is currently beingimplemented and is developed for expansion of the scale, increases output capacity orbusiness capability, renovates technology, improves product quality or reducesenvironmental pollution in existing establishments.

Article 3 Application of laws on investment, international treaties, foreign laws andinternational custom

1. Investment activities of investors within the territory of Vietnam must comply with theprovisions of the Law on Investment; this Decree and other relevant laws;

2. Special investment activities which are regulated by other laws shall be subject to suchlaws.

3. Where an international treaty of which the Socialist Republic of Vietnam is a membercontains provisions which are different from the provisions in this Law, the provisions ofsuch international treaty shall prevail.

4. Applicable to foreign investment activities, where the law of Vietnam does not yet containany provision, the parties may agree in the contract on establishment of the enterprise orbusiness co-operation contract or charter of the enterprise on application of foreign lawand international custom if application of such foreign law and international custom is notcontrary to the fundamental principles of the law of Vietnam.

Article 4 Language to be used

The files of an investment project and official correspondence with State bodies of Vietnam shallbe prepared in Vietnamese; all files of a foreign investment project including all documentstherein shall be prepared in Vietnamese and a commonly used foreign language. If there is anydifference between the foreign language version of a document and the Vietnamese version,the Vietnamese version shall apply.

CHAPTER II

Forms of Investment

Article 5 Forms of investment

Investors shall carry out investment activities in Vietnam in the forms of investment stipulated inarticles 21 to 26 inclusive of the Law on Investment and the provisions of this Decree.


Article 6 Establishment of economic organizations and implementation of investmentprojects

1. Domestic investors with an investment project associated with the establishment of aneconomic organization shall perform business registration in advance in accordance withthe Law on Enterprises and relevant laws and shall carry out investment procedures inaccordance with the Law on Investment and this Decree.

2. Foreign investors investing in Vietnam for the first time must have an investment projectin order to be issued with an investment certificate; the investment certificate shall also bethe business registration certificate.

3. With respect to foreign investors issued with an investment certificate in Vietnam:

(a) If they have a new investment project but do not establish a new legal entity, theyshall only conduct investment procedures in accordance with the provisions of thisDecree;

(b) If they have a new investment project associated with the establishment of a newlegal entity, they shall conduct procedures for establishment of an economicorganization in accordance with the provisions in clause 2 of this article.

Article 7 Establishment of economic organizations with one hundred (100) per cent capitalof investors

1. Domestic investors and foreign investors shall be permitted to establish economicorganizations with one hundred (100) per cent of their investment capital in the forms oflimited liability companies, shareholding companies, partnerships, private enterprises andother forms in accordance with the provisions of the Law on Enterprises and relevantlaws.

2. Enterprises carrying out investment with one hundred (100) per cent foreign ownedcapital which have already been established in Vietnam shall be permitted to co-operatewith each other or with foreign investors in order to establish an enterprise with onehundred (100) per cent foreign capital.

3. An enterprise carrying out investment with one hundred (100) per cent foreign ownedcapital shall be a legal entity in accordance with the law of Vietnam and shall beestablished and operate as from the date of issuance of the investment certificate.

Article 8 Establishment of joint venture economic organizations between domestic investorsand foreign investors

1. Foreign investors investing in Vietnam shall be permitted to have a joint venture withdomestic investors in order to establish a limited liability company with two or moremembers, a shareholding company or a partnership in accordance with the provisions ofthe Law on Enterprises.

2. An enterprise established pursuant to the provisions in clause 1 of this article shall bepermitted to have a joint venture with domestic investors and/or foreign investors in orderto establish an enterprise in the form of a limited liability company with two or moremembers, a shareholding company or a partnership in accordance with the provisions ofthe Law on Enterprises.

3. An enterprise carrying out investment in the form of a joint venture may establish it on thebasis of a joint venture contract which shall be a legal entity in accordance with the lawsof Vietnam and shall be established and operate as from the date of issuance of theinvestment certificate.


Article 9 Form of investment on the basis of business co-operation contracts

1. Business co-operation contract means a document signed by investors (hereinafterreferred to as the co-operating parties) for the purposes of conducting investment andbusiness, and which stipulates the responsibilities of each investor and the sharing ofbusiness results between investors, without creating a new legal entity.

2. A business co-operation contract in the sector of prospecting, exploration for andexploitation of petroleum and a number of other natural resources in the form of a productsharing contract shall be performed in accordance with relevant laws and the Law onInvestment.

Article 10 Co-ordination board and operating office to implement a business co-operationcontract

1. During the process of business, the co-operating parties may agree to establish a co-ordination board to perform the business co-operation contract.

The co-ordination board shall not be the leadership body of the co-operating parties. Thefunctions, duties and powers of the co-ordination board shall be as agreed by the co-operating parties.

2. If a business co-operation contract has a foreign party then the foreign co-operating partyshall be permitted to establish an operating office in Vietnam to act as its representativeduring the performance of the business co-operation contract.

The operating office of a foreign co-operating party shall have a seal, may open bankaccounts, recruit employees, sign contracts and conduct all business activities within thescope of the rights and obligations stipulated in the investment certificate and businessco-operation contract.

The operating office of a foreign co-operating party must be registered with theinvestment certificate-issuing body.

Article 11 Investment in the form of capital contribution, purchase of shareholding, mergerand acquisition of enterprises

1. An investor shall have the right to purchase shareholding, to merge or acquire anenterprise in order to participate in management of investment activities in accordancewith the provisions of the Law on Enterprises and relevant laws and shall be entitled toequal treatment without any discrimination with respect to the purchase of shareholding,merger and acquisition of enterprises.

2. A foreign investor cannot contribute capital or purchase shareholding in excess of theundertakings on percentage purchase, forms of investment and schedules stipulated ininternational treaties of which Vietnam is a member;

3. A foreign investor which merges or acquires a company or branch in Vietnam mustensure the following conditions:

(a) [Such merge or acquisition] shall not be contrary to the provisions in relation tomerger and acquisition of enterprises specified in the Law on Enterprises;

(b) Where a foreign investor merges or acquires an enterprise which has a marketshare of foreign investors above thirty (30) per cent in Vietnam in the year in whichthe transactions of merger or acquisition are conducted, the investor must forwarda written opinion of the administrative body for competition to the investmentcertificate-issuing body for the latter's consideration for issuance of an investmentcertificate.


4. The merging and acquiring enterprise shall assume the rights and obligations of themerged and acquired enterprise unless otherwise agreed by the parties.

Article 12 Investment in the form of a shareholding company with foreign invested capital

Shareholding company with foreign invested capital means a company which is established andorganizes its operation in accordance with the Law on Enterprises. A shareholding companywith foreign invested capital must have at least one founding shareholder being a foreigninvestor. A shareholding company with foreign invested capital shall be a legal entity as from thedate of issuance of the investment certificate.

Article 13 Branches and representative offices of economic organizations

1. An economic organization which has already been established in Vietnam shall bepermitted to open a branch [and/or] representative office outside its head office in order tocarry out its business activities and to serve its business activities.

2. In a case where it is necessary to open a branch or representative office overseas toconduct transactions, marketing and product sales, there must be compliance with theregulations on opening a branch or representative office overseas.

The opening of a branch in order to carry out offshore investment activities must complywith the regulations on offshore investment activities.

3. Foreign investors investing in Vietnam through establishment of a branch in order to carryout investment activities must comply with the conditions and committed schedules ininternational treaties of which Vietnam is a member.

Article 14 Conversion of forms of investment of enterprises with foreign invested capital

1. An enterprise with foreign invested capital which has been issued with an investmentlicence and/or an investment certificate in accordance with the Law on ForeignInvestment and the Law on Investment may convert its form of investment in accordancewith the Law on Investment.

2. The conversion of the form of investment of an enterprise with foreign invested capitalmust conform with the undertakings in international treaties of which Vietnam is amember. The order and procedures for conversion of forms of investment shall besubject to article 81 of this Decree.

CHAPTER III

Investment Sectors and Geographical Areas,Investment Incentives and Support

SECTION 1

Investment Incentives

Article 15 Incentive investment sectors

1. The incentive investment sectors stipulated in article 27 of the Law on Investment shallcomprise sectors in which investment is encouraged and sectors in which investment isspecially encouraged.

2. The list of investment incentive sectors is stipulated in Appendix A issued with thisDecree.


Article 16 Geographical areas of investment incentives

1. The geographical areas of investment incentives stipulated in article 28 of the Law onInvestment shall comprise areas with difficult socio-economic conditions and areas withspecially difficult socio-economic conditions.

2. The list of areas with specially difficult socio-economic conditions is stipulated inAppendix B1 and the list of areas with difficult socio-economic conditions is stipulated inAppendix B2 issued with this Decree.

Article 17 Sectors in which investment is prohibited, sectors in which investment isconditional

1. The list of sectors in which investment is prohibited is stipulated in Appendix C issuedwith this Decree.

2. The list of sectors in which investment is conditional applicable to foreign investors isstipulated in Appendix D issued with this Decree.

Article 18 Applicable entities for investment incentives

1. Investors who implement investment projects on the list of investment incentive sectorsand geographical areas issued with this Decree shall be entitled to investment incentivesin accordance with the Law on Investment and other provisions of relevant laws.

2. The investment incentives stipulated in clause 1 of this article shall also apply toinvestment projects for expansion of scale, for raising output capacity or businesscapacity, for renovation of technology or raising product quality, or for reducingenvironmental pollution if such investment projects are in the investment incentive sectorsor geographical areas specified in this Decree.

3. Investment projects in industrial zones, export processing zones, high-tech zones andeconomic zones referred to in Appendix A attached to this Decree shall be entitled toincentives in accordance with the provisions of on the basis of investment incentivesectors and geographical areas stipulated in this Decree.

4. With respect to investment incentives which are removed under Vietnam's undertakingsin international treaties of which Vietnam is a member, the application of the incentivesshall be subject to such international treaties.

Article 19 Corporate income tax incentives

Investors with investment projects in the list of the investment incentive sectors andgeographical areas issued with this Decree shall be entitled to preferential tax rates, and theduration of entitlement to such rates and of exemption from and reduction of tax shall be inaccordance with the law on corporate income tax.

Article 20 Import and export duty incentives

Investors importing goods to form fixed assets; raw materials, supplies and componentsimported for performance of projects in the list of investment incentive sectors or the list of areaswith difficult or specially difficult socio-economic conditions issued with this Decree shall beexempt from duty in accordance with the law on import and export duties.

Article 21 Incentives in relation to land use tax, land use charges and land and water surfacerent

Investors [with projects] to which the State allocates or leases land; or allocates land withpayment of a land use charges [and which is included in] the list of investment incentive sectorsand geographical areas issued with this Decree shall be entitled to reduction of land use tax,


land use charge [and/or] land and water surface rent and the duration of exemption or reductionin accordance with the provisions of the law on land and the law on taxation.

Article 22 Procedures for implementation of investment incentives

1. With respect to domestic investment projects which are not subject to investmentregistration and projects which are subject to investment registration stipulated in article45 of the Law on Investment, investors shall, on the basis of the entities and conditionsfor entitlement to investment incentives stipulated in this Decree and relevant laws,determine incentives and carry out procedures for entitlement to investment incentives atthe authorized State body

Where an investor requests certification of investment incentives, it shall carry out theprocedures for investment registration and the investment certificate-issuing body shallrecord investment incentives in the investment certificate.

2. With respect to domestic investment projects which are subject to the investmentevaluation stipulated in article 47 of the Law on Investment and which are eligible as anentity entitled to incentives and satisfy conditions for entitlement to incentives, theinvestment certificate-issuing body shall record investment incentives in the investmentcertificate.

3. With respect to foreign investment projects which are eligible as an entity entitled toincentives and satisfy conditions for entitlement to incentives, the investment certificate-issuing body shall record investment incentives in the investment certificate.

4. Based on the incentives stipulated in the investment certificate, entities entitled toincentives and the conditions for entitlement to incentives in fact satisfied by theinvestors, the investors shall carry out the procedures in accordance with the relevant lawin order for the authorized bodies to implement such incentives for the investors.

Article 23 Amending and supplementing investment incentives and early termination ofinvestment incentives

1. If during implementation of an investment project an investor has satisfied furtherconditions for investment incentives, the investor shall have the right to request theinvestment certificate-issuing body to amend or supplement the investment incentivesrecorded in the issued investment certificate.

2. If, during implementation of an investment project, an investor fails to satisfy in practicethe conditions for entitlement to investment incentives stipulated in the investmentcertificate for three consecutive years, the investment incentives shall be revoked.

Article 24 Investment by Vietnamese residing overseas

Vietnamese residing overseas who invest in Vietnam shall be entitled to incentives inaccordance with the law on investment

The Prime Minister of the Government shall stipulate special policies applicable to Vietnameseresiding overseas who invest in Vietnam.

Article 25 Application of incentives to investment projects before the effective date of thisDecree

1. An investor entitled to incentives pursuant to the Law on Promotion of DomesticInvestment, the Law on Foreign Investment, the Law on Co-operatives and the law on taxshall continue to be entitled to investment incentives pursuant to its issued investmentcertificate or investment licence.

2. In a case where a newly promulgated law or policy provides more favourable benefits andincentives than those which the investor previously enjoyed, such investor shall be


entitled to the benefits and incentives in accordance with the new regulations from theeffective date of such new law or policy for the remaining duration (if any) of incentives.

3. In a case where a project has already been performed before the effective date of thisLaw on Investment and falls within the category of entities entitled to the investmentincentives stipulated in this Decree, the investor shall be entitled to the investmentincentives for the remaining duration from the effective date of this Decree. Theprocedures for implementation of incentives shall be carried out in accordance with article22 of this Decree.

SECTION 2

Investment Support

Article 26 Technology transfer support

1. The State shall create favourable conditions for and ensure the legitimate rights andinterests of technology transfer parties, including capital contribution by technology, inorder to implement investment projects in Vietnam in accordance with the law onintellectual property and the law on technology transfer.

The value of technology used for capital contribution or of technology transferred shall beas agreed by the parties and shall be stipulated in the technology transfer contract.

2. The State shall encourage the transfer of modern technology, source technology andother technologies in order to create new products; to improve production and competitivecapacity and product quality; and to save and effectively use materials, fuel, energy andnatural resources; encourage investment activities for reform of technology andimprovement of the technological degree.

3. Based on the objectives of socio-economic development, the Government shall providesupportive programs on research, technology deployment and transfer to small andmedium enterprises, high-tech projects and new technology projects.

4. The rights and obligations of technology transfer parties and the procedures fortechnology transfer shall be implemented in accordance with the provisions of the law ontechnology transfer.

Article 27 Training support

1. The State shall encourage the establishment of training support funds from contributionsand aid from domestic and foreign organizations and individuals:

(a) Training support funds shall be established for non-profit purposes; shall beentitled to tax exemption and reduction in accordance with the law on tax;

(b) Training fees of economic organizations shall be accounted as deductibleexpenses when determining taxable corporate income.

2. The State shall provide support from the State budget for the training of employees ineconomic organizations via training support plans and programs.

3. The Government shall have support plans and programs to help small and mediumenterprises train their manpower and to improve the competitive capacity of suchenterprises.

Article 28 Support and encouragement for investment development and support forinvestment services

1. The Government shall provide support for investment development to projects whichsatisfy the following criteria:


(a) Projects in a number of important industries and sectors in major economicprograms which directly affect economic restructuring and accelerate sustainableeconomic growth but where the State budget cannot grant and commercial bankscannot provide loans on normal conditions due to the risks;

(b) [Projects] consistent with the strategy and policy of current law;

(c) [Projects] consistent with international commitments.

2 Forms of credit support for investment development shall include the following:

(a) Direct lending;

(b) Funding interest payments after investment; and

(c) Investment credit guarantees.

The limit of capital loans and funding of interest payments shall be in accordance withregulations of the Government.

3. The State shall encourage and support organizations and individuals, withoutdiscrimination between different economic sectors, to carry out the following investmentsupport services:

(a) Investment consultancy, management consultancy;

(b) Intellectual property consultancy, technology transfer consultancy;

(c) Vocational training, economic-technical, management skills training;

(d) Provision of market information, technical scientific information and other economicand social information as requested by investors;

(dd) Marketing, trade and investment promotion;

(e) Establishment of and participation in social and socio-professional organizations;

(f) Establishment of design centres and testing centres to support the development ofsmall and medium enterprises.

Article 29 Investment support for construction of infrastructure outside the fence of industrialzones, export processing zones and high-tech zones

1. The Government shall support construction of infrastructure works up to the fence ofindustrial zones, export processing zones and high-tech zones.

2. Based on the master plan for development of industrial zones, export processing zonesand high-tech zones approved by the Prime Minister, ministries, ministerial equivalentbodies and provincial people’s committees shall develop investment plans and organizeconstruction of technical and social infrastructure systems outside the fence of theindustrial zones, export processing zones and high-tech zones within the scope of theiradministration, including:

(a) Support for construction of roads to industrial zones, export processing zones andhigh-tech zones;

(b) The Government shall encourage and shall have incentive policies for economicsectors to invest in construction of residential housing for workers and socialinfrastructure works;


Provincial people’s committees shall develop master plans and developmentalplans for the above construction works and shall balance support sources fromtheir local budgets;

(c) The Government shall encourage and shall have incentive policies for enterpriseswith the function of investment in construction and business of works to supplyelectricity, to supply fresh water and provide water drains, to communicateinformation and so forth up to the fence of industrial zones, export processingzones and high-tech zones.

Article 30 Investment support for infrastructure systems inside the fence of industrial zonesand export processing zones

1. With respect to localities with difficult socio-economic conditions and specially difficultsocio-economic conditions, the Prime Minister shall provide for conditions, principles andlimits regarding construction works entitled to partial support for capital funding from thelocal budget in order to support investors constructing and developing technicalinfrastructure systems inside the fence of industrial zones and export processing zones.

2. Provincial people’s committees shall use their local budgets in accordance with the Lawon the State Budget to support investors investing in and developing technicalinfrastructure systems inside the fence of industrial zones and export processing zones.

Article 31 Methods of investment and construction of technical infrastructure in industrialzones and export processing zones

1. Depending on the size and nature of each industrial zone or export processing zone andits technical infrastructure, such zones may be constructed and operated by one or moreinvestors who must ensure agreement between themselves on the approved detailedplan for construction of such zone and must clearly stipulate the rights and obligations ofeach investor.

2. With respect to geographic areas with specially difficult socio-economic conditions andbased on the specific conditions of each province, provincial people’s committees shallsubmit to the Prime Minister for his consideration and decision the establishment of anincome-receiving professional unit to be the investment owner of an investment projectfor construction and operation of infrastructure of an industrial zone or export processingzone.

Article 32 Investment support for development of infrastructure of economic zones and high-tech zones

1. The Government shall grant investment capital from the State budget and preferentialcredit to support investment in and development of technical and social infrastructuresystems outside functional areas in economic zones and for service works and importantpublic utility works.

2. Entities entitled to support from the State budget in the investment support program fornational targets shall include:

(a) Social and technical infrastructure systems outside functional areas in economiczones;

(b) Compensation for land clearance within functional areas and resettlement areas,and for re-settled agricultural areas for households whose land is recovered;

(c) Sewage treatment works and concentrated water treatment works of functionalareas.


3. In addition to the entities supported by the State budget as stipulated in clause 2 of thisarticle, investment in development of infrastructure of economic zones shall be entitled toState credit for investment and development in accordance with law.

4. The Government shall encourage and have incentive policies for enterprises of alleconomic sectors to invest in and develop technical and social infrastructure systems ofeconomic zones.

5. The Prime Minister shall decide methods of mobilization of other capital sources forinvestment in and development of technical and social infrastructure of economic zones.

6. Investment support for development of infrastructure of high-tech zones shall beimplemented in accordance with regulations on high-tech zones promulgated by theGovernment.

Article 33 Entry and exit visas

Investors carrying out investment activities, managers and foreign experts and technicalworkers regularly working for investment projects in Vietnam and their family members shall begranted multiple entry and exit visas. The duration of a visa shall be a maximum of five yearseach time of issuance.

CHAPTER IV

Rights and Obligations of Investors

Article 34 Autonomy in investment and business

1. Investors shall have autonomy in investment and business in accordance with article 13of the Law on Investment, except for investment and business in sectors and industries inwhich investment and business is prohibited by law.

2. With respect to conditional sectors and industries, investors shall have autonomy ininvestment and business if they satisfy the stipulated conditions for such sectors andindustries.

Article 35 Right to access and use investment resources

1. Investors shall have the equal right to access and use resources on credit or land userights without discrimination between economic sectors. Credit lending and other Statesupport shall be provided on the basis of the feasibility of a project.

2. Provincial people’s committees shall publish the approved master plan and other plansfor land use so that investors may know about the land fund for investment development.

Article 36 Right to employ labour

1. Investors shall have the right to employ domestic employees, and to hire foreignemployees as managerial and technical workers and as experts in accordance with therequirements of their production or business, unless otherwise stipulated by internationaltreaties of which Vietnam is a member in such case the provisions of such internationaltreaties shall prevail.

2. The salary of an employee shall be agreed by the investor and such employee inaccordance with labour regulations and shall be paid in Vietnamese dong; the minimumsalary shall be stipulated by the Ministry of Labour, War Invalids and Social Affairs.

3. The General Federation of Labour and the Ministry of Labour, War Invalids and SocialAffairs shall provide detailed regulations on operation of unions in foreign investedenterprises in order to ensure the right to participate in unions, the operation of unionsand the protection of employee’s rights.


Article 37 Right relevant to investment activities to export, import, advertise, conduct marketresearch, process and re-process

1. Investors may directly export, import, authorize [dealers] to export or import, advertise,conduct market research in, process and re-process goods relevant to implementation ofinvestment projects.

2. Investors shall have the right to invest in the sectors of importation, distribution and othercommercial services in accordance with the Law on Investment, this Decree andspecialized laws pursuant to the schedules undertaken in international treaties of whichVietnam is a member.

Article 38 Right to open accounts and purchase foreign currency

1. Investors shall be entitled to open Vietnamese dong accounts and foreign currencyaccounts with Vietnamese banks licensed to operate , joint venture banks or branches offoreign banks in Vietnam.

In special cases and subject to approval from the State Bank of Vietnam, investors mayopen loan capital accounts in offshore banks. The State Bank of Vietnam shall providedetailed regulations on the conditions and procedures for opening and closing such loancapital accounts at foreign and domestic banks.

2. Investors shall be entitled to purchase foreign currency from credit institutions authorizedto trade in foreign currencies for current transactions, capital transactions and othertransactions in accordance with the law on foreign exchange control.

3. The Government shall guarantee support for foreign exchange balancing in cases wherebanks authorized to trade foreign currencies cannot meet the demand for foreigncurrencies of investors with respect to important projects in the following sectors:

(a) Energy;

(b) Waste treatment;

(c) Construction and development of transportation infrastructure.

4. With respects to projects in the sectors stipulated in clause 3 of this article being speciallyimportant projects in the program of the Government from time to time, the Prime Ministerof the Government shall make a decision guaranteeing foreign currency balancing for aninvestor and such matter shall be stipulated in the investment certificate.

Article 39 Mortgage of land use rights and assets attached to land

Investors shall be entitled to mortgage land use rights and assets attached to land with creditinstitutions authorized to operate in Vietnam in accordance with the law on land and relevantlaws.

Article 40 Other rights of investors

1. To enjoy investment incentives in accordance with the provisions of relevant laws and thisDecree.

2. To access and use public services on the principle of non-discrimination.

3. To select forms of investment, scale of investment and ratio of investment, and todetermine their business or investment activities unless otherwise stipulated byinternational treaties of which Vietnam is a member;


4. To access legal instruments, policies relating to investment; databases on the nationaleconomy and on each economic sector and other socio-economic information relating toinvestment activities.

5. To provide comments on laws and policies relating to investment in accordance with law.Providing comments on laws and policies relating to investment shall be carried outduring the drafting process.

6. To make complaints and denunciations and to take court proceedings in accordance withlaw, against any organization or individual in breach of the law on investment.

7. To exercise other rights in accordance with law.

Article 41 Rights of investors investing in production and business in industrial zones, exportprocessing zones, high-tech zones and economic zones and rights of investorsconducting business in infrastructure

1. In addition to the rights stipulated in articles 34 to 40 inclusive of this Decree, investorsinvesting in production and business in industrial zones, export processing zones, high-tech zones and economic zones shall have the following rights:

(a) To receive transfers of land use rights, and to be leased or sub-leased land inindustrial zones, export processing zones, high-tech zones and economic zoneswith infrastructure facilities from enterprises investing in infrastructure constructionand business in order to build factories, offices and other construction worksservicing production and business in goods and services and to be issued withcertificates of land use rights in accordance with the law on land.

(b) To lease or purchase already constructed factories, offices and warehouses inindustrial zones, export processing zones, high-tech zones and economic zones inorder to service production and business in goods and services in accordance withcontracts signed with enterprises investing in infrastructure construction andbusiness.

(c) To use, with payment of money, infrastructure works, public utility and serviceworks including road transportation systems, electricity supply systems, watersupply systems, water drainage systems, communications systems, water sewagetreatment systems and waste treatment systems and other common services inindustrial zones, export processing zones, high-tech zones and economic zones inaccordance with contracts signed with enterprises investing in infrastructureconstruction and business.

2. Investors investing and conducting business in infrastructure of industrial zones, exportprocessing zones, high-tech zones and economic zones shall have these rights:

(a) To transfer land use rights, and to lease and sub-lease out, in accordance with thelaw on land, land with already constructed infrastructure in industrial zones, exportprocessing zones, high-tech zones and economic zones in order for investors tocarry out production and business activities.

(b) To collect fees in accordance with contracts signed with lessees for the use ofinfrastructure, public utility and service works invested in by the enterprise whichconstructed and conducts business in the infrastructure of an industrial zone,export processing zone, high-tech zone or economic zone.

(c) To construct factories, offices and warehouses in industrial zones, exportprocessing zones, high-tech zones and economic zones for lease or for sale.

(c) To determine land leasing and sub-leasing prices where such land containsconstructed infrastructure; to determine the charges for use of infrastructure works,public service and utility works in industrial zones, export processing zones, high-


tech zones and economic zones; and to determine leasing and selling prices offactories, offices and warehouse and service charges.

Article 42 Rights of investors in respect of investment guarantee in case of change in law andpolicies

1. .In a case where a newly promulgated law or policy adversely affects the lawful interestsan investor obtained before such new law or policy took effect, the investor shall beguaranteed enjoyment of the incentives stipulated in the investment certificate or shall besubject to one or several of the following measures:

(a) Continue to enjoying the existing rights and incentives;

(b) Be entitled to deduct losses from taxable income; be subject to tax reduction orexemption in accordance with law;

(c) Be entitled to adjust the objectives of the project;

(d) Be considered for compensation in some necessary cases.

2. With respect to the measures for compensation referred to in paragraph (d) of clause 1 ofthis article, the investment certificate-issuing body shall recommend the Prime Minister ofthe Government issue a specific decision guaranteeing the investor’s interests as aconsequence of the change in law or policy adversely affecting such investor’s interests.

3. In a case where a project has continued enjoyment of the incentives stipulated in aninvestment certificate or investment licence which contains any provision contrary to aninternational commitment of which Vietnam is a member, the provisions of theinternational treaties shall apply.

The Government shall make separate regulations to support the interests of the investoras a result of application of international treaties affecting the entitlement of investors toincentives

Article 43 Obligations and responsibilities of investors

1. Obligations of investors:

(a) To comply with the provisions on investment; to carry out investment activities inaccordance with contents of investment registration and investment certificates.

(b) To fully perform financial obligations in accordance with law;

(c) To comply with the law on accounting, auditing and statistics;

(d) To perform obligations in accordance with the law on insurance and labour; torespect the honour and dignity of, and to protect the legitimate rights of employees;

(dd) To respect political and social-political organizations and to create favourableconditions for employees to establish and participate in political and socio-politicalorganizations;

(e) To comply with the law on environmental protection;

(g) To perform other obligations in accordance with law.

2. Investors shall be responsible for

(a) the accuracy and truthfulness of the contents of investment registration andinvestment project files, and for the legality of certifying documents;


(b) submitting periodical reports on investment activities within the scope and contentsregulated by this Decree and relevant laws to the State administrative body forinvestment;

(c) providing documents and information relating to the contents of examination,supervision and inspection of investment activities to the State bodies inaccordance with law.

CHAPTER V

A Number of Provisions on Commencement of Implementation ofInvestment Projects and Organization of Business

Article 44 Commencement of investment projects

1. The investor shall be responsible for commencing implementation of the project inaccordance with the objectives, contents and schedule undertaken and the provisions inthe investment certificate.

2. The investor who has registered his investment must notify the State administrative bodyfor investment in writing of the temporary suspension of the investment project at leastfifteen (15) days prior to the date of temporary suspension of the investment project.

3. The temporary suspension of the implementation of an investment project shall beimplemented as follows:

(a) The investor shall notify the reasons and period of temporary suspension of theimplementation of the project to the State administrative body for investment;

(b) Where the project has been issued with an investment certificate, the Stateadministrative body for investment shall notify the investor in writing of a period fortemporary suspension of the implementation of the project.

4. Upon resumption of operation, the investor must give notice in writing to the Stateadministrative body for investment.

5. The Ministry of Finance shall provide detailed guidelines on exemption and reduction ofland rent for investors in the period of temporary suspension implementation of projects

Article 45 Termination of operation of investment projects

1. An investor shall terminate its operation in the cases stipulated in article 65 of the Law onInvestment.

2. The investment certificate-issuing body shall have the right to make a decision ontermination of the operation of a project in the following cases:

(a) The investment project has not been commenced or is unable to be implementedin accordance with the undertaken schedule within twelve (12) months from thedate of issuance of the investment certificate, except where an extension ortemporary suspension of the implementation of the project is allowed inaccordance with article 44 of this Decree;

(b) The operation [of the project] must be terminated in accordance with law resultingfrom a serious breach of the laws.


3. In a case of termination of the operation of a project pursuant to the judgement ordecision of a court or arbitration body as a result of a serious breach of law, theinvestment certificate-issuing body shall make a decision to terminate the operation onthe basis of such decision or judgement of the court or arbitration body.

4. A decision on termination of the operation of a project shall be sent to the investor andarchived at the investment certificate-issuing body.

Based on the decision on termination of the operation of a project stipulated in clauses 1,2 and 3 of this article, the investment certificate-issuing body shall revoke the investmentcertificate and notify relevant bodies

Article 45 Hiring management

1. Domestic and foreign investors shall be entitled to hire a management organization orindividual to manage the investment and to manage business operations in accordancewith such investor's operational needs.

2. The hiring of a management organization or individual must be carried out pursuant to amanagement contract between the investor and the management organization orindividual.

The rights and obligations of the investor and of the management organization orindividual shall be stipulated in a contract.

Management fees shall be as agreed between the parties in the management contractand shall be accounted for as operational expenses of the enterprise.

3. The hiring of an organization or individual to provide management services must conformto the undertakings in international treaties of which Vietnam is a member.

4. The management organization or individual shall be liable to pay taxes and perform otherfinancial obligations in accordance with the law on taxation and must comply with relevantlaws.

Article 47 Assignment of capital

1. An investor shall be entitled to assign its capital and perform the procedures forregistration of members or registration of shareholders in the register of members orregister of shareholders in accordance with the Law on Enterprises and relevant laws.

Investors must notify the investment certificate-issuing body of the assignment of capitalfor amendment of the investment certificate.

2. Conditions for the assignment of capital:

(a) The requirements shall be ensured in accordance with the Law on Enterprises, thisDecree and relevant laws;

(b) The ratio and conditions shall be ensured consistent with the provisions of aninternational treaty of which Vietnam is a member;

(c) The assignment of capital being the value of land use rights must conform to thelaws on land.

Article 48 Assignment of projects

1. An investor shall be entitled to assign all or part of the project implemented by it to otherinvestors.


2. Conditions for the assignment of a project:

(a) Ensuring the requirements specified in the Law on Enterprises, this Decree,relevant laws;

(b) Ensuring the ratio and conditions consistent with the provisions of an internationaltreaty of which Vietnam is a member;

(c) The assignment of land use rights attached to the project must conform to the lawson land.

3. In the case of assignment of an investment project in respect of investment projectswhich are subject to investment registration and are issued with an investment certificate,the investor shall register [such assignment] with the investment certificate-issuing body.

4. The file for assignment of an investment project shall comprise:

(a) [An application] for registration of the assignment of a project;

(b) The project assignment contract;

(c) A document on the legal status of the assignee;

(d) A report on the operational status of the project;

5. The investment certificate-issuing body shall receive the file for registration of theassignment of a project and amend the investment certificate within ten (10) working daysfrom the date of receipt of the valid and complete file.

Article 49 Liquidation of investment projects

1. If, during the process of investment activities, an investment project may be terminated inaccordance with the conditions stipulated in article 45 of this Decree, the investor shallnotify the investment certificate-issuing body in order for [the latter] to revoke theinvestment certificate except for the cases stipulated in clauses 2 and 3 of article 45 ofthis Decree.

2. Procedures for liquidation of an investment project shall be as follows:

(a) In the case of liquidation of an investment project not associated with dissolution ofthe economic organization, liquidation shall be carried out in accordance with thelaw on liquidation of property and liquidation of contracts.

(b) In the case of liquidation of a project associated with dissolution of the economicorganization, the investor shall carry out procedures for dissolution of the economicorganization in accordance with the provisions of the Law on Enterprises andrelevant laws.

3. Upon termination of the project associated with dissolution of an economic organizationreferred to in clause 2 of this article, the economic organization shall carry out proceduresfor liquidation of the investment project. The time-limit for liquidation of the investmentproject shall not exceed six (6) months from the date of revocation of the investmentcertificate.

4. Where the economic organization is unable to establish a liquidation committee to carryout the liquidation of the project or fails to carry out the liquidation within the time-limitstipulated in clause 3 of this article, the dispute between the parties related to the projectshall be referred to a court or arbitration body for resolution in accordance with law.


5. If, during the process of liquidation of an investment project associated with dissolution ofthe economic organization referred to in clause 3 of this article, the debts1 of theeconomic organization are insufficient to pay debts, the liquidation shall terminate and[the matter] shall be resolved in accordance with the procedures stipulated by the law onbankruptcy.

Article 50 Relation of sale and purchase of goods between export processing zones or exportprocessing enterprises and domestic market

1. During the process of business activities, investors in export processing zones shall bepermitted to purchase goods from the Vietnamese market in order to produce, process,re-process or assemble goods for export or to export (except goods on the list of goodsthe export of which is prohibited).

2. Investors in export processing zones shall be permitted to sell the following goods on theVietnamese market:

(a) Products produced by the investor and not on the list of goods the import of whichis prohibited;

(b) Products for which there is a demand on the domestic market;

(c) Scrap and waste products which are collected from production and are permitted tobe imported and are not on the list of scrap and waste products the import of whichis prohibited in accordance with current regulations.

3. The relation of sale and purchase of goods between an export processing zone or exportprocessing enterprise and the domestic market shall be subject to the regulations of theMinistry of Trade.

Article 51 Bonded warehouses

1. With respect to export processing zones and industrial zones, economic organizationsproducing goods for export shall be permitted to establish a bonded warehouse in orderto serve import or export activities. Goods delivered into the bonded warehouse shalltemporarily not be subject to payment of import duties.

Permission and conditions for establishment of a bonded warehouse shall be subject toregulations of the Ministry of Finance.

2. Goods delivered into a bonded warehouse must not be sold on the Vietnamese market.Where the Ministry of Trade permits the sale of goods on the Vietnamese market, theinvestor must pay import duties and other taxes in accordance with law.

3. Where goods delivered into a bonded warehouse are damaged or reduced in quality andare unable to satisfy production requirements, they must be re-exported or destroyed.The destruction of such goods must be implemented in accordance with regulations andshall be subject to supervision by the customs office, tax office and the environmentalauthority.

CHAPTER VI

Order and Procedures for Direct Investment

1 Phillips Fox Note: This is the literal translation.


SECTION I

Authority to Approve and Issue Investment Certificates

Article 52 Authority to approve and issue investment certificates

1. Bodies authorized to approve and issue investment certificates shall be stipulated inarticles 53 to 56 of this Decree.

2. With respect to special investment activities stipulated in other laws, the authority toapprove and issue investment certificates or investment licences shall be subject to suchlaws.

Article 53 Projects for which the Prime Minister of the Government shall approve issuance ofinvestment certificates

The Prime Minister of the Government shall approve issuance of investment certificates toprojects which satisfy one of the following criteria:

1. Investment projects in the following sectors, irrespective of scale and source of investedcapital:

(a) Construction and commercial operation of airports; air transportation;

(b) Construction and commercial operation of sea ports, national highways; businessof sea transportation in respect of projects with foreign owned capital.

(c) Exploration, exploitation of petroleum and rare and precious natural resources.

(d) Postal and delivery services; telecommunications and wave transmission servicesin respect of foreign investment projects.

(dd) Radio and television broadcasting, press or publication.

(e) Investment and business of casino, games with price in respect of foreigninvestment projects;

(g) Production and processing of cigarettes in respect of foreign investment projects;

(h) Establishment of colleges and universities postgraduate facilities or equivalentlevels;

(i) Establishment of scientific research institutes in respect of projects with foreigninvested capital.

(k) Investment in establishment of industrial zones, export processing zones, high-techzones and economic zones.

2. Investment projects not covered by clause 1 of this article and having [invested capital] of1500 billion VND or more in the following sectors:

(a) Energy, exploitation and processing of minerals, metallurgy, processing ofpetroleum.

(b) Recreation, tourism, cultural or sport resorts.

3. Other investment projects having invested capital of 3000 billion VND or more.


Article 54 Investment projects which the Ministry of Planning and Investment shall issueinvestment certificates

The Ministry of Planning and Investment shall issue, amend and revoke investment certificatesin respect of the following investment projects:

1. Projects which the Prime Minister of the Government approves the issuance of aninvestment certificate as stipulated in article 53 of this Decree;

2. Projects with foreign owned capital having [invested capital of] 800 billion VND ormore;

3. Projects in other sectors and having invested capital of 1.500 million VND or more.

Article 55 Projects which provincial people's committees shall register, approve and issueinvestment certificates

1. People's committees of provinces and cities under central authority (hereinafter referredto as provincial people's committees) shall carry out investment registration, issuance,amendment and revocation of investment certificates for projects not stipulated in articles53, 54 and 56 of this Decree.

2. Departments of Planning and Investment shall act as a focal body to advise assist2 theprovincial people's committee in carrying out investment registration, issuance,amendment and revocation of investment certificates for investment projects which fallunder the authority of provincial people's committees to issue investment certificates.

Article 56 Projects which management committees of industrial zones, export processingzones, high-tech zones and economic zones shall register, approve and issueinvestment certificates

Provincial people's committee shall delegate management committees of industrial zones,export processing zones, high-tech zones or economic zones shall carry out investmentregistration, issuance, amendment and revocation of investment certificates in respect ofinvestment projects in industrial zones, export processing zones, high-tech zones or economiczones which fall under the authority of the provincial people's committees to carry outinvestment registration or issue investment certificates as stipulated in article 55 of this Decree.

SECTION II

Procedures for Investment Registration and Verification

Article 57 Procedures for investment associated with establishment of economic organization

1. Domestic investors shall carry out the procedures for establishment of an economicorganization and for business registration in accordance with the provisions of the Law onEnterprises and relevant laws.

The investor shall carry out investment procedures for each project in accordance withthe provisions of this Decree.

2. A foreign investor who invests in Vietnam for the first time must have an investmentproject and carry out procedures for investment registration or investment verification atthe authorized State administrative body for issuance of an investment certificate.

2 The literal translation is "submit".


Economic organizations with foreign invested capital which have been established inVietnam, if they have a new investment project, may carry out procedures for such projectand shall not be required to establish a new economic organization.

Article 58 Contents of investment registration and of investment certificates

1. The investment registration form and the form of an investment certificate shall beprovided by the Ministry of Planning and Investment for uniform application throughoutthe country.

2. An investment certificate shall contain the following main items:

(a) Name and address of the investor;

(b) Location in which the investment project will be implemented and land area to beused;

(c) Objectives and scale of the investment project;

(d) Total invested capital;

(dd) Duration and schedule of implementation of the investment project;

(e) Confirmation of investment incentives and support (if any).

3. The investment certificates which are issued to foreign investors who invest for the firsttime in Vietnam shall, in addition to the items stipulated in clause 2 of this article, containother items of business registration stipulated in article 25 of the Law on Enterprises.

The investment certificate issued to a foreign investor shall also be the businessregistration certificate of the enterprise.

Article 59 Projects not required to carry out procedures for investment registration

1. With respect to domestic investment projects which have invested capital of below fifteen(15) billion VND and are not on the list of sectors in which investment is conditional,investors shall not be required to carry out procedures for investment registration.

2. Where a domestic investor has a need for certification of investment incentives in his orher investment certificate, he or she must carry out the procedures for investmentregistration stipulated in article 61 of this Decree in order to be issued with an investmentcertificate.

Article 60 Bodies receiving investment project files

1. The Ministry of Planning and Investment shall receive investment project files in thefollowing cases:

(a) Projects under the approval authority of the Prime Minister of the Governmentstipulated in article 53 of this Decree;

(b) Projects under the authority of the Ministry of Planning and Investment to issueinvestment certificates stipulated in article 54 of this Decree.

2. Departments of planning and investment shall receive investment project files which theprovincial people's committees shall carry out the registration, approve and issue aninvestment certificate as stipulated in article 55 of this Decree.

3. Management committees of industrial zones, export processing zones, high-tech zonesor economic zones shall receive investment project files in respect of projects which themanagement committees of industrial zones, export processing zones, high-tech zones


or economic zones shall carry out the registration, approve and issue an investmentcertificate as stipulated in article 56 of this Decree.

Article 61 Procedures for investment registration applicable to domestic investment projects

1. Procedures for investment registration shall apply to domestic investment projects whichhave invested capital of between fifteen (15) billion VND and less than three hundred(300) billion VND and are not on the list of sectors in which investment is conditional.

2. The investor shall submit an investment registration on the investment registration formto the provincial administrative body for investment.

Where an investor so requests, the investment certificate-issuing body shall issue aninvestment certificate within a time-limit of fifteen (15) working days from the date ofreceipt of the valid investment registration form.

3. Investors shall be liable before the law for the truthfulness and accuracy of informationand items stated on investment registration forms.

Article 62 Procedures for investment registration applicable to foreign investment projects

1. Procedures for investment registration shall apply to foreign investment projects whichhave invested capital of below three hundred (300) billion VND and are not on the list ofsectors in which investment is conditional.

2. A file for investment registration shall comprise:

(a) Investment registration on the investment registration form provided by the Ministryof Planning and Investmentissued with this Decree presenting main items inrelation to legal status of the investor; objectives, scale, location in which theproject will be implemented; invested capital, schedule of implementation of theproject; need for land area to be used and undertaking on environmentalprotection; proposal for investment incentives (if any);

(b) Joint venture contract or business co-operation contract and charter of theenterprise (if any).

(c) Report on financial capability of the investor: with respect to an economicorganization currently operating, financial statements for the two most recent yearsshall be required; with respect to newly established economic organizations orinvestors being foreigners, certification of their account made by a bank or adocument evidencing their ability to raise capital.

3. With respect to investment projects for the first time in Vietnam, in addition to thedocuments stipulated in clause 2 of this article, the investors shall submit files forbusiness registration corresponding to each form of an enterprise as stipulated in the lawon enterprises and relevant laws.

4. Within a time-limit of fifteen (15) working days from the date of receipt of a valid file forinvestment registration and a valid file for business registration, the investment certificate-issuing body shall issue an investment certificate without request for any additionaldocuments.

5. Investors shall be liable before the law for the information and items stated on files forinvestment registration and files for business registration.

Article 63 Procedures for evaluation in respect of investment projects which have investedcapital of three hundred (300) billion VND or more and are not included in the list ofsectors in which investment is conditional


1. Procedures for investment registration shall apply to investment projects which haveinvested capital of three hundred (300) billion VND or more and are not on the list ofsectors in which investment is conditional.

2. An investment project file shall comprise:

(a) Written request for issuance of an investment certificate;

(b) Written certification of the legal status of the investor;

(c) Reports on financial capability of the investor: the financial statements for the twomost recent years or a certification of their account made by a bank or a documentevidencing their ability to raise capital;

The investors shall be responsible for the contents of their reports on financialcapability.

(d) Economic-technical explanatory statement comprising the following main items:objectives, scale, location in which the project will be implemented; investedcapital, schedule of implementation of the project; need for land use (includingarea, schedule of land use, lay-out of the site and compensation plan) andundertaking on environmental protection; proposal for investment incentives (ifany);

(dd) With respect to investment projects using State owned capital, written consent ofthe representative body of the owner to the investment or a decision of the boardor management of a corporation or of the board of management of the economicgroup approving the investment shall be required;

3. With respect to foreign invested projects which the investors invest for the first time inVietnam, in addition to the documents referred to clause 1 of this article, the investorsshall submit files for business registration corresponding to each form of an enterprise asstipulated in the law on enterprises and relevant laws

4. Contents of economic group shall comprise:

(a) Conformity with the planning of technical infrastructure, zoning for land use,construction planning or planning for use of minerals and other natural resources.

With respect to investment projects which have not been included in the aboveplanning, the administrative body for investment shall be responsible for acting as afocal body to work with authorized State administrative bodies for planning in orderto notify3 the investor within a time-limit of thirty (30) days from the date on whichthe investor makes its request.

(b) Needs for land use: area, schedule of land use; zoning drawing, general lay-out ofthe project work, plan for compensation and site clearance, movement andresettlement;

(c) Schedule of implementation of the project: schedule of capital contribution, ofconstruction of project works and of implementation of objectives of the project;

(d) Environmental solutions: assessment of main environmental impacts and solutionsfor resolution consistent with environmental protection standards;

(dd) With respect to foreign invested projects which the investors invest for the first timein Vietnam, during the process of evaluation, the authorized State body shall also

3 Phillips Fox Note: The literal translation is "answer".


consider the validity of the contents of business registration corresponding to eachform of an enterprise stipulated in the law on enterprises.

Article 64 Conditions and evaluation of conditional investment projects

1. With respect to conditional investment projects, upon implementation of investment andcommencement of a project, the investor must comply with the conditions stipulated inthe relevant laws.

The authorized State body shall, on the basis of conditions and procedures stipulated bylaw, evaluate conformity with conditions which the investment project must satisfy forissuance of an investment certificate.

2. With respect to foreign investment projects, investors shall comply with the conditions forimplementation of an investment project stipulated in Appendix D issued with this Decree.

The authorized investment certificate-issuing body shall evaluate conformity withconditions which the investment project must satisfy for issuance of an investmentcertificate.

3. With respect to investment projects in the education, training, health care, banking andinsurance sectors, the investor shall make a deposit and purchase insurance for clients,unless otherwise stipulated by law.

The Ministry of Finance shall make regulations on making of deposits and purchase ofinsurance for clients.

Article 65 Procedures for evaluation of investment projects which have invested capital ofbelow three hundred (300) billion VND and are on the list of sectors in whichinvestment is conditional

With respect to investment projects which have invested capital of below three hundred (300)billion VND and are on the list of sectors in which investment is conditional, the investor shallcarry out the investment procedures as follows:

1. With respect to domestic investment projects, a project file shall comprise:

(a) The documents stipulated in clauses 1 and 2 of article 63 of this Decree;

(b) Explanatory statement on the conditions which the investment project must satisfy.

2. With respect to projects with foreign invested capital, a project file shall comprise:

(a) The documents stipulated in clauses 1,2 and 3 of article 63 of this Decree;


3. Contents of evaluation:

(a) Conditions which the investment project must satisfy in accordance with theprovisions in Appendix D issued with this Decree, specialized laws andinternational treaties of which Vietnam is a member.

(b) With respect to projects with foreign invested capital which foreign investors investfor the first time in Vietnam, the investment certificate-issuing body shall considerthe validity of the file for business registration corresponding to each form of anenterprise as stipulated in the law on enterprises and relevant laws.


Article 66 Procedures for evaluation of investment projects which have invested capital ofthree hundred (300) billion VND or more and are on the list of sectors in whichinvestment is conditional

Procedures for evaluation of investment projects which have invested capital of three hundred(300) billion VND or more and are on the list of sectors in which investment is conditional shallbe stipulated as follows:

1. An investment project file for investment evaluation shall comprise:

(a) The documents stipulated in clauses 1 and 32 of article 63 of this Decree;


2. The contents of evaluation shall be as stipulated in articles 63.3 and 65.3 of this Decree.

Article 67 Procedures for evaluation of investment projects which fall under the decisionmaking authority of the Prime Minister of the Government

1. An investor shall submit ten (10) sets of a file, including at least two sets of originalcopies, to the Ministry of Planning and Investment.

2. Within a time-limit of three days, the Ministry of Planning and Investment shall check thevalidity of the file and forward it to relevant ministries, branches and provincial people'scommittees for their opinion.

Where a project file is invalid, the Ministry of Planning and Investment shall notify theinvestor of its refusal to consider the project or shall request [the investor] to amend oradd to the file.

3. Bodies from which opinions are sought shall carry out evaluation and send their writtenopinions to the Ministry of Planning and Investment within a time-limit of fifteen (15)working days from the date of receipt of a project file and shall be liable for project issuesunder their administration. If upon expiry of such time-limit a written opinion has not beenprovided by any such body, it shall be deemed to have accepted [the project].

4. The Ministry of Planning and Investment shall be responsible to:

(a) Gather opinions from the bodies from which opinions were sought, prepare a reporton evaluation and submit it to the Prime Minister of the Government for hisconsideration and decision within a time-limit of twenty five (25) working days fromthe date of receipt of a valid and complete file accompanied by the project file andphotocopy opinions of the relevant ministries, branches and provincial people'scommittees.

(b) Where there are different opinions on important aspects of a project, the Ministry ofPlanning and Investment shall hold consultative meetings with the competentrepresentatives of relevant bodies for clarification prior to submission to the PrimeMinister of the Government.

(c) Based on the project file and opinions of relevant bodies or request of the PrimeMinister of the Government, the Ministry of Planning and Investment shall requestthe investor to explain, amend or add to the file where necessary.

(d) Within a time-limit of five days from the date of receipt of approval of theinvestment project from the Prime Minister of the Government, the Ministry ofPlanning and Investment shall issue an investment certificate.

(dd) Where an investment project is not approved, the Ministry of Planning andInvestment shall notify the investor in writing stating clearly the reasons therefor.


5. Within a time-limit of ten working days from the date of receipt of the report on evaluationof the investment project from the Ministry of Planning and Investment, the Office of theGovernment shall notify in writing the opinion of the Prime Minister of the Governmentabout the investment project.

6. Within a time-limit of seven days from the date of issuance of the investment certificate,the Ministry of Planning and Investment shall send an original copy of the investmentcertificate to the Ministry of Finance, the Ministry of Trade, the Ministry of NaturalResources and Environment, the State Bank of Vietnam, the Ministry responsible foradministration of the economic-technical branch, the provincial people's committee andthe relevant management committee of an industrial zone, export processing zone, high-tech zone or economic zone.

Article 68 Procedures for evaluation of investment projects which fall under the decisionmaking authority of the Ministry of Planning and Investment

1. An investor shall submit ten (10) sets of a file, including at least two sets of originalcopies, to the Ministry of Planning and Investment.

2. Within a time-limit of three days, the Ministry of Planning and Investment shall check thevalidity of the file and forward it to relevant ministries, branches and provincial people'scommittees for their opinion.

Where a project file is invalid, the Ministry of Planning and Investment shall notify theinvestor of its refusal to consider the project or shall request [the investor] to amend oradd to the file.

3. Bodies from which opinions are sought shall carry out evaluation and send their writtenopinions to the Ministry of Planning and Investment within a time-limit of fifteen (15)working days from the date of receipt of a project file and shall be liable for project issuesunder their administration. If upon expiry of such time-limit a written opinion has not beenprovided by any such body, it shall be deemed to have accepted [the project].

4. The Ministry of Planning and Investment shall be responsible to:

(a) Gather opinions from the bodies from which opinions were sought, consider andmake a decision within a time-limit of twenty five (25) working days from the date ofreceipt of a valid and complete file;

(b) Where there are different opinions on important aspects of a project, the Ministry ofPlanning and Investment shall hold consultative meetings with the competentrepresentatives of relevant bodies for consideration and decision; submit the materto the Prime Minister of the Government for his decision in the case where suchmatter falls outside its authority.

(c) Based on the project file and opinions of relevant bodies, the Ministry of Planningand Investment shall request the investor to explain, amend or add to the file wherenecessary.

(d) Where an investment project is not approved, the Ministry of Planning andInvestment shall notify the investor in writing stating clearly the reasons therefor.

5. Within a time-limit of seven (7) days from the date of issuance of the investmentcertificate, the Ministry of Planning and Investment shall send an original copy of theinvestment certificate to the Ministry of Finance, the Ministry of Trade, the Ministry ofNatural Resources and Environment, the State Bank of Vietnam, the Ministry responsiblefor administration of the economic-technical branch, the provincial people's committeeand the relevant management committee of an industrial zone, export processing zone,high-tech zone or economic zone.


Article 69 Procedures for evaluation of investment projects which fall under the decisionmaking authority of provincial people's committees

1. An investor shall submit eight (8) sets of the file, including at least two sets of originalcopies, to the Department of Planning and Investment.

2. Within a time-limit of three days, the Department of Planning and Investment shallevaluate the validity of the file and forward it to relevant departments and branches fortheir opinion.

With respect to conditional investment projects stipulated in Appendix D issued with thisDecree, the Department of Planning and Investment shall forward the file to the ministryresponsible for administration of the relevant economic-technical branch.

Where a project file is invalid, the Department of Planning and Investment shall notify theinvestor of its refusal to consider the project or shall request [the investor] to amend oradd to the file.

3. Bodies from which opinions are sought shall carry out evaluation and send their writtenopinions to the Department of Planning and Investment within a time-limit of fifteen (15)working days from the date of receipt of a project file and shall be liable for project issuesunder their administration. If upon expiry of such time-limit a written opinion has not beenprovided by any such body, it shall be deemed to have accepted [the project].

4. The Department of Planning and Investment shall be responsible to:

(a) Gather opinions from the bodies from which opinions were sought, prepare a reporton evaluation and submit it to the people's committee for consideration anddecision within a time-limit of twenty (20) working days from the date of receipt of avalid and complete file accompanied by the project file and photocopy opinionsfrom the relevant departments and branches.

Where there are different opinions on important aspects of a project, theDepartment of Planning and Investment shall hold consultative meetings with thecompetent representatives of relevant bodies for submission to the provincialpeople's committee for consideration and decision; or for submission of the materto the Prime Minister of the Government for his decision in the case where suchmatter falls outside the authority of the provincial people's committee;

(b) Based on the project file and opinions from relevant bodies, the Department ofPlanning and Investment shall request the investor to explain, amend or add to thefile where necessary;

(c) Within a time-limit of five days from the date of receipt of approval of the projectfrom the people's committee, the Department of Planning and Investment shallsubmit it to the people's committee for issuance of issue an investment certificateto the investor.

(d) Where an investment project is not approved, the Department of Planning andInvestment shall notify the investor in writing stating clearly the reasons therefor.

5. Investment projects with a capital scale of below three hundred (300) billion VND andwhich are on the list of conditional investment projects stipulated in Appendix D issuedwith this Decree shall only be subject to evaluation of the conditions which the investmentprojects must satisfy.


Article 70 Procedures for evaluation of investment projects which fall under the decisionmaking authority of management committees of industrial zones, export processingzones, high-tech zones and economic zones

1. An investor shall submit eight (8) sets of the file, including at least two sets of originalcopies, to the management committee of the industrial zone, export processing zone,high-tech zone or economic zone.

2. Within a time-limit of three days, the management committee of the industrial zone,export processing zone, high-tech zone or economic zone shall evaluate the validity ofthe file and forward it to the ministry responsible for administration of the relevanteconomic-technical branch for its opinion in the case of conditional investment projectsstipulated in Appendix D issued with this Decree.

Where a project file is invalid, the management committee of the industrial zone, exportprocessing zone, high-tech zone or economic zone shall notify the investor of its refusalto consider the project or shall request [the investor] to amend or add to the file.

3. The ministry responsible for administration of the relevant economic-technical branchshall evaluate and provide a written opinion on investment conditions and shall, within atime-limit of fifteen (15) working days from the date of receipt of the project file, send[such opinion] of project issues under its administration to the management committee ofthe industrial zone, export processing zone, high-tech zone or economic zone. If uponexpiry of such time-limit a written opinion has not been provided by the ministry, it shall bedeemed to have accepted [the project].

4. The management committee of an industrial zone, export processing zone, high-techzone or economic zone shall be responsible to:

(a) Organize evaluation and make a decision on issuance of an investment certificatewithin a time-limit of thirty (30) working days from the date of receipt of a valid andcomplete file.

(b) Based on the project file and the opinion of the ministry responsible foradministration of the relevant economic-technical branch in respect of conditionalinvestment projects, the management committee of the industrial zone, exportprocessing zone, high-tech zone or economic zone shall request the investor toexplain, amend or add to the file where necessary.

Where there are different opinions on important aspects of a project, themanagement committee of the industrial zone, export processing zone, high-techzone or economic zone shall hold consultative meetings with the competentrepresentatives of relevant bodies for consideration and decision;

(c) Where an investment project is not approved, the management committee of theindustrial zone, export processing zone, high-tech zone or economic zone shallnotify the investor in writing stating clearly the reasons therefor.

5. Investment projects on a capital scale of below three hundred (300) billion VND andwhich are on the list of conditional investment projects stipulated in Appendix D issuedwith this Decree shall only be subject to evaluation of the conditions which the investmentprojects must satisfy.


SECTION III

Procedures for Amendment of Investment Projects

Article 71 Procedures for amendment of investment projects

1. The amendment of an investment project shall be carried out in accordance with thefollowing procedures:

(a) Amendment of an investment project without carrying out procedures forinvestment registration or investment evaluation;

(b) Amendment of an investment project associated with amendment of investmentregistration or of an investment certificate in accordance with the procedures forinvestment registration;

(c) Amendment of an investment project associated with amendment of investmentregistration or of an investment certificate in accordance with the procedures forinvestment evaluation.

2. When there is a need for an amendment relating to the objective, scale, location, form,capital or duration of a project, the investor shall carry out the following procedures:

(a) With respect to projects subject to investment registration, the investor shall decidehimself and register the amendment with the provincial State administrative bodyfor investment within a time-limit of ten days from the date of decision onamendment;

(b) With respect to projects subject to investment evaluation, the investor shall submita written request for the amendment in the investment project to the authorizedinvestment certificate-issuing body for consideration of the amendment.

The written request for the amendment in the investment project shall comprisecontents in relation to the status of the implementation of the project; reasons forthe amendment; amendments in contents which were evaluated.

3. The body authorized to issue or amend the items of investment certificates referred to inclause 2 of this article shall be the body which has issued the investment certificate forsuch project.

With respect to an investment project, upon amendment, the investment certificate-issuing body shall only evaluate amendments in contents which were evaluated.

Where an amendment in an investment certificate falls outside its authority, theinvestment certificate-issuing body shall seek an opinion of the authorized State bodyprior to issuance of the amended investment certificate.

Article 72 Amendment of investment projects without carrying out procedures for investmentregistration or investment evaluation:

1. Domestic investment projects which, upon amendment, have an invested capital ofbellow fifteen (15) billion VND and which are not on the list of sectors of investmentsubject to conditions.

2. Investment projects whose amendments are not related to the objective, scale, location,form, capital or duration of a project.


Article 73 Investment projects subject to registration of amendment of investment [shallcomprise:]

1. Investment projects subject to registration of amendments of investment shall compriseprojects with amendments relating to the objective, scale, location, form of investment,capital or duration of a project and are in the following categories:

(a) Domestic investment projects which, upon amendment, have an invested capitalfrom fifteen (15) billion to below three hundred (300) billion VND and which are noton the list of conditional investments.

With respect to domestic investment projects which were not subject to investmentregistration, but, upon amendment, are subject to investment registration,procedures for investment registration shall be carried out in accordance witharticle 61 of this Decree.

(b) Foreign investment projects which, upon amendment, have an invested capital ofbellow three hundred (300) billion VND and which are not on the list of conditionalinvestments.

2. A file for registration of amendments of an investment project shall comprise:

(a) Document on registration of amendments of the investment project;

(b) Photocopy of the investment certificate (if any);

(c) Joint venture contract or business co-operation contract and amended charter ofthe enterprise in respect of projects with foreign invested capital (if any).

3. The investor shall himself decide and register the amendments with the Department ofPlanning and Investment or the management committee of the industrial zone, exportprocessing zone, high-tech zone or economic zone within a time-limit of ten (10) daysfrom the date of decision on amendment.

4. Amendment of an investment project shall be carried out by way of amendment of and/oraddition to the contents of the investment certificate in respect of projects which wereissued with an investment certificate or by way of issuance of a new investment certificatein respect of projects which have not been issued with an investment certificate.

The Department of Planning and Investment or the management committee of theindustrial zone, export processing zone, high-tech zone or economic zone shall notify theinvestor of the amendment of the investment certificate or of the issuance of a newinvestment certificate within a time-limit of fifteen (15) days from the date of receipt of avalid and complete file.

Article 74 Amendment of investment projects in accordance with procedures for investmentevaluation [shall comprise:]

1. Investment projects subject to evaluation of amendments of investment shall compriseprojects with amendments relating to the objective, scale, location, form, capital orduration of a project and which are in the following categories:

(a) Investment projects which, upon amendment, have an invested capital of threehundred (300) billion VND or more.

(b) Projects on the list of conditional investments or which upon amendment will be onthe list of conditional investments.


2. A file for evaluation of amendment of an investment project shall comprise:

(a) Document on amendment of the investment project including status ofimplementation of the project; explanation of reasons for the amendment; changesin contents which were evaluated for issuance of the investment certificate;

(b) Photocopy of the investment certificate (if any);

(c) Joint venture contract or business co-operation contract and amended charter ofthe enterprise in respect of projects with foreign invested capital (if any).

(d) In addition to the above documents and depending on the specific amendments,the file shall also include written approval from the ministry in charge of the relevanteconomic-technical branch with respect to amendments relating to the sector inwhich investment is conditional; written approval from the body in charge ofadministration of natural resources and environment if there is any amendmentrelating to exploitation of natural resources or any significant impact on theenvironment; and written approval from the provincial people's committee for thenew location of the project.

3. Procedures for amendment of investment projects:

(a) The State administrative body for investment shall evaluate the amendments of theinvestment project proposed by the investor and relating to items required to beevaluated pursuant to articles 63, 65 and 66 of this Decree;

(b) The State administrative body for investment shall evaluate and amend theinvestment certificate within a period of fifteen (15) days from the date of receipt ofa valid and complete file.

Article 75 Amendment of investment projects associated with amendment of items ofbusiness registration

1. In the case of amendment of an investment project associated with an amendment of theitems of business registration, the investor shall carry out the amendment of businessregistration in accordance with the law on business registration.

2. With respect to enterprises with foreign invested capital, the file for amendment ofbusiness registration shall be submitted together with the file for amendment of theinvestment project.

The State administrative body for investment shall consider the amendment of businessregistration and the amendment of the investment registration at the same time in order toamend or add to the investment certificate.

SECTION IV

Files for Additions Applicable to Foreign Investment Projects

Article 76 Files for additions applicable to foreign investment projects

Foreign investors who have an investment project for the first time in Vietnam shall, in additionto the documents stipulated in Sections I, II and III of this Chapter, submit a charter of anenterprise, a joint venture contract or business co-operation contract with the items stipulated inarticles 77 to 80 of this Decree.

Article 77 Charter of enterprise with foreign invested capital

1. The charter of the enterprise must contain the contents stipulated in article 22 of the Lawon Enterprises.


2. In addition to the contents stipulated in clause 1 of this article, the charter of an enterprisewith foreign invested capital must contain these contents:

(a) Duration of operation of the project;

(b) Project implementation schedule and schedule of capital contribution.

3. The authorized representatives of investors or joint venture parties must sign each pageof the charter of the enterprise and again at the end of the charter of the enterprise, whichmust then be registered with the investment certificate-issuing body.

Article 78 Contents of joint venture contract

A joint venture contract must contain the following main items:

1. The names and addresses of the organizations and individuals investing in participationin the joint venture, and of the legal representatives of the joint venture parties; the nameand address of the joint venture enterprise.

2. Form of enterprise.

3. Sector, line and scope of business.

4. Legal capital, capital contribution portion of each party, method and schedule of legalcapital contributions.

5. Duration of operation of the project.

6. Main products.

7. Rights and obligations of the joint venture parties.

8. Principles of financial management; [principles] of distribution of profits and dealing withlosses during business.

9. Procedures for amendment and termination of the contract, conditions for assignment,conditions for termination of operations and dissolution of the enterprise.

10. Liability for breach of contract and method of dispute resolution.

Apart from the above items, the joint venture parties may agree on other items which are notcontrary to the laws in the joint venture contract.

The joint venture contract must be signed by the authorized representatives of the joint ventureparties on each page and again at the end of the contract. The joint venture contract shallbecome effective as from the date of issuance of the investment certificate.

Article 79 Contents of business co-operation contract

A business co-operation contract must contain the following principal items:

1. The names, addresses, and authorized representatives of the business co-operationparties (hereinafter referred to as the co-operating parties); and the transaction addressor address of the location in which the project will be implemented.

2. Objectives and scope of business.

3. Making of the contribution portion by the co-operating parties, distribution of businessresults, and project implementation schedule.

4. Main products, ratio of export products and of domestic consumption.


5. Term of the contract (in the case of a project with foreign invested capital, the term of thecontract shall not exceed the duration stipulated in article 52 of the Law on Investment).

6. Rights and obligations of the co-operating parties.

7. Financial principles.

8. Procedures for amendment and termination of the contract and the conditions forassignment.

9. Liability for breach of contract and method of dispute resolution.

Apart from the above items, the co-operating parties may agree on other items in the businessco-operation contract. A business co-operation contract must be signed by the authorizedrepresentatives of the co-operating parties on each page and again at the end of the contract. Abusiness co-operation contract between a Vietnamese party and a foreign party shall becomeeffective as from the date of issuance of the investment certificate.

Article 80 Procedures for capital contribution, purchase of shareholding in, merger oracquisition of an enterprise in respect of direct investment

1. A domestic investor who purchases shareholding in, merges or acquires an enterprise inthe form of direct investment stipulated in article 21 of the Law on Investment must carryout business registration with the business registration body in accordance with the Lawon Enterprises.

2. A foreign investor who purchases shareholding, merges or acquires an enterprise inVietnam in the form of investment stipulated in article 11 of this Decree shall carry out thefollowing procedures:

(a) Where the foreign investor contributes capital to or purchase shareholding of aVietnamese enterprise, the enterprise shall carry out business registration with thebusiness registration body in accordance with the Law on Enterprises;

(b) Where the foreign investor contributes capital to or purchase shareholding of aforeign enterprise operating in Vietnam, it shall carry out procedures foramendment of its project at the body authorized to issue investment certificates forissuance of an investment certificate.

A file for capital contribution or purchase of shareholding shall comprise:

Name and address of the enterprise or branch of the enterprise to beequitized or sold; the decision of the members' council or of the board ofmanagement on sale of shareholding.

Names and addresses of the parties to the transaction, including contactinformation and general information on the branch or sector of the transaction.

Charter of the enterprise.

(c) Where a foreign investor acquires or merges enterprises operating in Vietnam, thefollowing procedures shall be carried out at the body authorized to issueinvestment certificates for issuance of an investment certificate.

A file for acquisition of an enterprise operating in Vietnam shall comprise:

Name and address of the acquired enterprise; decision of the members'council or of the board of management on the sale of the enterprise;


Names and addresses of the parties to the transaction, including contactinformation and general information on the branch or sector of the transaction;

Contract for acquisition of an enterprise. The contract must contain thefollowing main items: the name and address of the purchased company;procedures and conditions for acquisition of an enterprise; plan foremployment of employees; procedures, conditions and period for transfer ofassets, capital, shares or bonds of the purchased company; period forimplementation of the acquisition; responsibilities of the parties to thetransaction;

Charter of the purchased company.

Description of the transaction and explanation on the effect of the transactionon the Vietnamese market in accordance with the requirements specified inarticle 11.3 of this Decree.

A file for merge of an enterprise operating in Vietnam shall comprise:

File for merge of an enterprise in accordance with the law on merge ofenterprises stipulated in article 153 of the Law on Enterprises.

Description of the transaction and explanation on the effect of the transactionon the Vietnamese market in accordance with the requirements specified inarticle 11.3 of this Decree.

Article 81 Procedures for conversion of forms of investment of enterprises with foreigninvested capital

Procedures for conversion of the form of investment of an enterprise with foreign investedcapital referred to in article 14 of this Decree shall be carried out as follows:

1. The conversion of the form of investment associated with the conversion of the form of anenterprise must comply with the provisions of the Law on Enterprises on conversion ofcompanies.

2. To convert the form of investment, an enterprise with foreign invested capital or parties toa business co-operation contract shall submit a file for conversion of a form of investmentcomprising the following documents to the investment certificate-issuing body:

(a) Decision of the board of management of the joint venture enterprise or the decisionof the investor (in the case of enterprises with one hundred (100) percent foreignowned capital); or the agreement of business co-operation parties (in the case ofbusiness co-operation contracts);

(b) Charter of a converted enterprise; business co-operation contract (in the case ofthe form of a business co-operation contract).

3. The decision of the board of management of the joint venture enterprise or the decision ofthe investor (in the case of enterprises with one hundred (100) percent foreign ownedcapital); or the agreement of business co-operation parties (in the case of business co-operation contracts) shall be notified to creditors and employees within a period of fifteen(15) days from the date on which the decision is adopted.

4. The investment certificate-issuing body shall issue a decision to amend the investmentcertificate and give notification to the enterprise within a period of thirty (30) working daysfrom the date of receipt of the valid and complete file stipulated in clause 2 of this article.

CHAPTER VII


State Administration of Investment

Article 82 Contents of State administration of investment

1. Formulation of strategies, planning, plans and policies for the development of investmentand direction of the implementation thereof for mobilization and accommodation ofresources for investment and development.

2. Promulgation of policies and laws concerning investment activities, and guidance andorganization of the implementation thereof in compliance with the schedule oninternational economic integration; supervision of the promulgation of legal instrumentsconcerning investment; collection of, making recommendations on or revocation of legalinstruments which are inappropriate [to the real situation] or promulgated not inaccordance with the authority [of the State bodies] or having inappropriate content.

3. Issuance, amendment and revocation of investment certificates; monitoring, guidanceand gathering of information on investment registration and issuance of investmentcertificates.

4. Assessment of impacts and macro-economic efficiency of investment activities.

5. Provision of guidance and assistance to investors in implementation of investmentprojects and resolution of problems and requests of investors during investment activities.

6. Co-ordination between State administrative bodies at all levels in management ofinvestment activities.

7. Examination, inspection, and supervision of the observance of the laws on investment byState bodies and investment activities of investors.

8. Resolution of complaints and denunciations of organizations and individuals concerninginvestment activities in accordance with authority. Granting rewards to organizations andindividuals with achievements in investment activities, and dealing with breaches of lawby organizations and individuals.

9. Support for human resource training for investment-related activities.

10. Implementation of State administration of international co-operation, negotiation andsigning of international treaties relating to investment activities in accordance with the lawon international treaties.

11. State administration of investment promotion activities; building of an information systemserving investment activities

Article 83 Responsibilities for State administration of investment

1. The Government shall exercise uniform State administration of investment throughout thewhole country; direct the formulation and implementation of strategies, promulgatepolicies, legal instruments, and approve master plans and specific plans on thedevelopment of investment in respective branches, sectors and economic zones.

2. The Prime Minister of the Government shall direct ministries, branches and localities tostrictly comply with the law and policies on investment; assign and/or delegate powersamongst ministries, branches and localities to undertake State administration ofinvestment; direct resolution of difficulties in administration and management ofinvestment activities beyond the authority of ministries, branches and localities; anddecide on the policy for investment projects under his authority.

3. Ministries, branches, provincial people’s committees and management committees ofindustrial zones, export processing zones, high-tech zones and economic zones shall be


responsible for providing guidelines on investment in sectors and localities under theiradministration to ensure prompt, simple and transparent investment procedures.

4. The Government, ministries, branches, provincial people’s committees and managementcommittees of industrial zones, export processing zones, high-tech zones and economiczones shall schedule talks with enterprises and investors for the reception ofrecommendations and to deal with problems arising during the process of investment.

5. Ministries, ministerial equivalent bodies and provincial people’s committees shall not bepermitted to issue regulations specifying sectors in which investment is prohibited andsectors in which investment is conditional, specifying investment incentives which exceedthe brackets stipulated by law, or specifying additional procedures which may obstructinvestment activities.

Article 84 Responsibilities of the Ministry of Planning and Investment for State administrationof investment

The Ministry of Planning and Investment shall be responsible before the Government for Stateadministration of investment activities, comprising:

1. Presiding over and co-ordinating with ministries, branches and localities in formulationand review of legal documents and policies on investment.

Guiding, monitoring and checking the implementation of the provisions of the law oninvestment.

2. Organizing and co-ordinating with ministries, branches and local authorities in formulationof planning or plans for investment and development, gathering [information] anddirecting the implementation thereof.

3. Presiding over and co-ordinating with ministries, branches and provincial people’scommittees in preparation of and submission to the Prime Minister of the Government forapproval lists of national projects calling for domestic investment capital and foreigninvestment capital.

4. Co-ordinating with ministries, branches and provincial people’s committees in thepreparation of programmes, specific plans and organizing the implementation ofinvestment promotion activities either domestically or overseas; establishingrepresentative organizations on investment promotion in regions or countries withpotential to invest in Vietnam.

5. Organizing evaluation for issuance, amendment and revocation of investment certificateswith respect to investment projects falling within the approval authority of the PrimeMinister of the Government and investment projects falling under the authority of theMinistry of Planning and Investment.

6. Acting as a focal body to gather matters arising from the formation, [commencement] andimplementation of investment projects beyond the authority of ministries, branches andlocalities and submit them to the Prime Minister of the Government for his considerationand decision.

7. Presiding over and co-ordinating with ministries and branches in drafting, negotiating andsubmission to the Government for execution of or accession to international treatiesrelating to investment activities in accordance with the law on international treaties.

8. Assessment of impacts and macroeconomic efficiency of investment activities.

9. Checking and inspecting investment activities in accordance with its authority; supervisingState administration of investment in accordance with its authority.


10. Gathering the status of investment activities for report to the Prime Minister of theGovernment on an annual or semi-annual basis.

Article 85 Responsibilities of the Ministry of Finance for State administration of investment

1. Presiding over and co-ordination with ministries and branches in formulation of laws andpolicies on support and investment incentives; providing guidelines on order andprocedures for support and investment incentives.

2. Issuing investment licences in respect of projects in sectors which fall under its authority;examining, inspecting and supervising activities of the projects which have been issuedwith an investment licence.

3. Evaluating and giving its opinions in writing on issues relating to finance or guarantees ofthe Government for finance in respect of investment projects which fall under theapproval authority of the Prime Minister of the Government and of the Ministry of Planningand Investment.

4. Carrying out specialized examination, inspection and supervision of the implementation ofthe financial or accounting regime of investment projects.

5. Presiding over and co-ordinating with relevant ministries, branches and provincialpeople’s committees to deal with difficulties and problems of investors in respect of taxes,charges and fees, customs formalities, management of finance and other financialactivities.

Article 86 Responsibilities of the Ministry of Trade for State administration of investment

1. Presiding over and co-ordinating with ministries and branches in formulation of laws andpolicies on trade relating to investment activities.

2. Issuing investment licences in respect of projects in sectors which fall under its authority;examining, inspecting and supervising activities of the projects which have been issuedwith an investment licence.

3. Giving its opinions in writing on issues relating to trade activities of investment projectswhich fall under the approval authority of the Prime Minister of the Government and of theMinistry of Planning and Investment.

4. Carrying out specialized examination, inspection and supervision of trade activities ofinvestment projects.

5. Presiding over and co-ordinating with relevant ministries, branches and provincialpeople’s committees to deal with difficulties and problems relating to trade activities ofinvestment projects.

Article 87 Responsibilities of the Ministry of Natural Resources and Environment for Stateadministration of investment

1. Presiding over and co-ordinating with relevant ministries and branches in formulation oflaws and policies and providing guidelines for implementation of the regulations on landmanagement, site clearance, compensation, management of natural resources and of theenvironment relating to investment activities.

2. Evaluating and giving its opinions in writing on issues relating to land, site clearance,compensation, management of natural resources and of the environment of investmentprojects which fall under the approval authority of the Prime Minister of the Governmentand of the Ministry of Planning and Investment.


4. Carrying out specialized examination, inspection and supervision of the implementation ofregimes and policies relating to land, site clearance, compensation, management ofnatural resources and of the environment of investment projects.

5. Presiding over and co-ordinating with relevant ministries, branches and provincialpeople’s committees to deal with difficulties and problems of investors in the fields of landmanagement, site clearance, compensation, management of natural resources and of theenvironment.

Article 88 Responsibilities of the Ministry of Science and Technology for State administrationof investment

1. Presiding over and co-ordinating with ministries and branches in formulation of laws andpolicies and providing guidelines for implementation of regulations on science andtechnology relating to investment activities.

2. Giving its opinions in writing on issues relating to science and technology of investmentprojects which fall under the approval authority of the Prime Minister of the Governmentand of the Ministry of Planning and Investment.

3. Carrying out specialized examination, inspection and supervision of the implementation ofregimes and policies relating to science and technology of investment projects.

4. Presiding over and co-ordinating with relevant ministries, branches and provincialpeople’s committees to deal with difficulties and problems of investors in the fields ofscience and technology of investment projects.

Article 89 Responsibilities of the State Bank of Vietnam for State administration of investment

1. Presiding over and co-ordinating with ministries and branches in formulation of laws andpolicies and providing guidelines for implementation of regulations on credit and foreignexchange control relating to investment activities.

2. Issuing investment licences in respect of projects which fall under its authority; examining,inspecting and supervising activities of projects which have been issued with aninvestment licence.

3. Giving its opinions in writing on issues relating to credit and foreign exchange control ofinvestment projects which fall under the approval authority of the Prime Minister of theGovernment and of the Ministry of Planning and Investment.

4. Carrying out specialized examination, inspection and supervision of the implementation ofregimes and policies relating to credit and foreign exchange control of investmentprojects.

5. Presiding over and co-ordinating with relevant ministries, branches and provincialpeople’s committees to deal with difficulties and problems of investors in the fields ofcredit and foreign exchange control of investment projects

Article 90 Responsibilities of technological – economical ministries and branches for Stateadministration of investment

Ministries, ministerial equivalent bodies and Government bodies shall, within the scope of theirrespective duties and powers, be responsible for exercising State administration of investmentwithin the respective sectors delegated to them, in particular:

1. Co-ordination with the Ministry of Planning and Investment and relevant ministries andbranches in the formulation of laws and policies relating to investment activities.

2. Presiding over and co-ordinating with relevant ministries and branches in formulation andpromulgation of laws, policies, standards and technical regulations and providing


guidelines for implementation of regulations in technically or economically specializedfields relating to investment activities.

3. Submitting conditions for investment in sectors in which investment is conditional intechnical or economic branches to the Government form promulgation.

4. Preparation of master plans, specific plans and lists of projects calling for capital withinbranches; arranging for specialized mobilization and promotion of investment.

5. Evaluating and giving their opinions in writing on conditions for investment in respect ofconditional investment projects

Giving their opinions in writing on issues which fall under their authority in respect ofinvestment projects which fall under the approval authority of the Prime Minister of theGovernment and of the Ministry of Planning and Investment.

6. Carrying out specialized examination, inspection and supervision of the implementation ofconditions for investment and State administration in respect of investment projects whichfall under their authority.

7. Presiding over and co-ordinating with relevant ministries, branches and provincialpeople’s committees to deal with difficulties and problems of investment projects in thefields which fall under their specialized administration.

Article 91 Responsibilities of provincial people’s committees for State administration ofinvestment

1. On the basis of the master plan for socio-economic development, to co-ordinate withrelevant ministries and branches in preparation and promulgation of lists of projectscalling for investment within their localities; organization of mobilization and promotion ofinvestment.

2. Presiding over registration of investment, evaluation, issuance of investment certificates,amendment and revocation of investment certificates, making decisions on termination ofoperation of investment projects prior to expiry of duration applicable to investmentprojects falling within their authority.

3. Evaluating and giving their opinions in writing on the items specified in article 48 of theLaw on Investment in respect of investment projects in their respective localities fallingwithin the approval authority of the Prime Minister of the Government and of the Ministryof Planning and Investment.

4. Performing the responsibility for State administration of investment projects in theirrespective localities, including the following items:

(a) Monitoring, supervision and checking of implementation of objectives provided forin investment certificates, schedule of capital contribution and commencement ofinvestment projects.

(b) Monitoring, supervision and checking of the performance of financial obligations,labour relations and wages; protection of legitimate interests of employees and ofemployers, operation of socio-political organizations and protection of theecological environment.

(c) Granting certificates of land use rights and supervising the land use; implementingsite clearance; permitting the establishment of branches and representative offices;

(d) Dealing with difficulties and problems of investors; making proposals to the PrimeMinister of the Government or relevant ministries or branches deal with mattersbeyond their authority.


(dd) Presiding over or co-ordinating with ministries and branches in examination,inspection and supervision of investment projects in their respective localities.

(e) Evaluation of efficiency of investment activities in their respective localities.

5. Submitting reports on investment activities in their respective localities on a quarterly,semi-annual and annual basis to the Ministry of Planning and Investment for gathering.

Article 92 Responsibilities of management boards of industrial zones, export processingzones, high-tech zones and economic zones for State administration of investment

1. Contributing their opinions with ministries, branches, localities in formulation of legalinstruments, policies and master plans concerning investment activities, concerningdevelopment of their industrial zone, export processing zone, high-tech zone or economiczone.

2. Carrying out investment registration, evaluation, issuance, amendment and revocation ofinvestment certificates in respect of investment projects which fall under their authority.

3. Evaluating and giving their opinions in writing in respect of investment projects which fallunder the authority of the Prime Minister of the Government and of the Ministry ofPlanning and Investment to approve the issuance of investment certificates and which willbe implemented in their industrial zones, export processing zones, high-tech zones oreconomic zones.

4. Examining, inspecting and supervising the realization of objectives provided for ininvestment certificates, the schedule of capital contribution and commencement ofinvestment projects; labour relations and wages; protection of legitimate interests ofemployees and of employers, operation of socio-political organizations and protection ofthe ecological environment in respect of projects in their industrial zones, exportprocessing zones, high-tech zones or economic zones.

5. Dealing with difficulties and problems of investors in industrial zones, export processingzones, high-tech zones or economic zones; and making proposals to the Prime Ministerof the Government, relevant ministries and branches or provincial people’s committeesdeal with matters beyond their authority.

6 Evaluation of investment efficiency in industrial zones, export processing zones, high-techzones or economic zones.

7. Submitting reports on investment activities in industrial zones, export processing zones,high-tech zones or economic zones on a quarterly, semi-annual and annual basis to theMinistry of Planning and Investment and the provincial people's committee for gathering.

8. Performance of other responsibilities for administration of investment stipulated by thePrime Minister of the Government.

Article 93 Organization of management boards of industrial zones, export processing zones,high-tech zones and economic zones

1. The management board of an industrial zone, export processing zone, high-tech zone oreconomic zone means the body in charge of management of such industrial zone, exportprocessing zone, high-tech zone or economic zone within the locality of a province or cityunder central authority. The management board of an industrial zone, export processingzone, high-tech zone or economic zone shall be established by a decision of the PrimeMinister of the Government upon the proposal of the chairman of the provincial people’scommittee and the Minister of Internal Affairs, and shall be subject to direction andmanagement in respect of its organization, permanent staff, working plan and operationalbudget by the provincial people’s committee.

2. The functions, duties, powers, organizational structure and regulations for operation of


management boards of industrial zones, export processing zones, high-tech zones andeconomic zones and their relationship with provincial people’s committees shall bestipulated by the Government.

Article 94 Master plan for development of industrial zones, export processing zones, high-tech zones and economic zones

1. Based on the strategy, master plan and plan for socio-economic development from timeto time, zoning and plan for land use of the country and of each locality, the Ministry ofPlanning and Investment shall preside over and co-ordinate with relevant ministries,branches and local authorities to study and formulate a nationwide master plan fordevelopment of industrial zones and export processing zones (hereinafter referred to asMaster Plan for Development of Industrial Zones) and submit it to the Prime Minister ofthe Government for his consideration and approval.

The establishment and objectives of operation of industrial zones and export processingzones shall be based on the Master Plan for Development of Industrial Zones inaccordance with the decision of the Prime Minister of the Government.

2. Based on the strategy of socio-economic development and strategy of technical andtechnological development from time to time, the Ministry of Science and Technologyshall preside over and co-ordinate with relevant ministries, branches and local authoritiesto study and formulate a nationwide master plan for development of high-tech zones andsubmit it to the Prime Minister of the Government for his consideration and approval.

The establishment and objectives of operation of high-tech zones shall be based on themaster plan for development of high-tech zones in accordance with the decision of thePrime Minister of the Government.

3. Based on the strategy and nationwide plan for socio-economic development, zoning forland use of the country; plan for socio-economic development of each locality, theMinistry of Planning and Investment shall preside over and co-ordinate with relevantministries, branches and local authorities to study and formulate a nationwide master planfor development of economic zones from time to time and submit it to the Prime Ministerof the Government for his consideration and approval.

The establishment and objectives of operation of economic zones shall be based on themaster plan for development of economic zones in accordance with the decision of thePrime Minister of the Government.

4. The Ministry of Planning and Investment shall, on the basis of the master plan for socioand economic development from time to time, co-ordinate with ministries, branches andlocal authorities to formulate criteria which shall be used as a basis for construction ofindustrial zones, export processing zones, high-tech zones and economic zones.

Article 95 Co-ordination of State administration in investment

1. Ministries, ministerial equivalent bodies and provincial people’s committees shall co-ordinate within the scope of their respective authority when exercising Stateadministration of investment.

2. Ministries, ministerial equivalent bodies and provincial people’s committees shall reachagreement with the Ministry of Planning and Investment prior to the issuance of masterplans, policies and guidelines relating to investment. In cases of differing opinions, theyshall report to the Prime Minister of the Government for his decision.

3. Depending on the nature and content of State administration of investment, investmentadministration bodies shall, within their authority, periodically hold briefing meetingsbetween ministries and people’s committees to deal with difficulties of investors.


4. With respect to important national projects which concern a number of ministries,branches and localities, such ministries, branches and localities shall preside overestablishment of an inter-ministerial working group for co-operation in the implementationof investment projects.

Article 96 Performance of investment promotional activities

1. Investment promotional activities shall comprise:

(a) Formulating strategies, specific plans and policies in order to attract domestic andforeign investment capital, creating conditions for mobilization of investment capitalfrom all economic sectors;

(b) Disseminating, broadcasting, introducing, and providing information on theinvestment environment, investment potential and opportunities;

(c) Establishment of investment promotional agencies inside and outside Vietnam inorder to mobilize, support and guide investors in respect of policies, provisions oflaw on investment and selection of industries and localities for implementation ofinvestment projects.

(d) Preparation of lists of [sectors] calling for national capital and lists of [sectors]calling for capital of branches and localities in accordance with master plans andstrategies for socio-economic development in each period.

2. Based on objectives and strategies of calling for investment, the State administrativebody for investment shall prepare specific plans for investment promotion and shallsubmit them to the Ministry of Planning and Investment to co-ordinate performancethereof.

3. Funds for investment promotional activities by State bodies shall be granted from theState Budget and managed uniformly in accordance with guidance of the Ministry ofFinance.

Annually, ministries, ministerial equivalent bodies, Government bodies and provincialpeople’s committees shall formulate specifics plans for investment promotion andestimated expenses for annual investment promotional activities.

The Ministry of Finance shall co-ordinate with the Ministry of Planning and Investment inguiding the formulation of expenses for investment promotional activities andmanagement of finance concerning investment promotional activities.

Article 97 Inspection of investment activities and dealing with breaches in relation toinvestment

1. The scope of inspection of investment and the organization and operation of theinvestment inspectorate shall be subject to the Law on Investment and the law oninspection.

2. Any breach of the law on investment and penalization of such breaches shall be subjectto law.

Article 98 Dispute resolution

1. Disputes relating to investment activities in Vietnam shall be resolved through negotiation,conciliation, arbitration or courts in accordance with law.

2. Disputes amongst domestic investors or between domestic investors and Stateadministrative bodies of Vietnam relating to investment activities in the territory of Vietnamshall be resolved by an arbitrator or court of Vietnam.


3. Disputes of which one party is a foreign investor or disputes between foreign investedenterprises shall be resolved by one of the following bodies or organizations:

(a) A Vietnamese court;

(b) A Vietnamese arbitrator;

(c) A foreign arbitrator;

(d) An international arbitrator;

(dd) An arbitrator established pursuant to the agreement of the parties.

4. Disputes between foreign investors with State administrative bodies of Vietnam relating toinvestment activities within the territory of Vietnam shall be resolved by an arbitrator orcourt of Vietnam, unless otherwise agreed in the contract signed between therepresentative of the State competent body with the foreign investor or stipulated in aninternational treaty of which Vietnam is a member.


CHAPTER VIII

Implementing Provisions

Article 99 Application of the laws to projects carrying out investment prior the date ofeffectiveness of the Law on Investment

1. Domestic investment projects which have been implemented prior to the date ofeffectiveness of the Law on Investment shall not be required to carry out procedures forinvestment registration or evaluation; where an investor has a requirement for issuanceof an investment certificate, the investor shall register with the body authorized to issueinvestment certificates and shall not be required to carry out procedures for investmentevaluation (if his project is subject to investment evaluation).

2. Foreign investment projects which have been issued with an investment licence prior tothe date of effectiveness of the Law on Investment shall not be required to carry outprocedures for issuance of an investment certificate; where an investor has a requirementfor re-registration of investment in accordance with the Law on Investment, the investorshall carry out procedures for registration for re-issuance of an investment certificate.

Where a foreign investment project has been submitted to the body authorized to issueinvestment certificates, but has not been issued with an investment licence prior to thedate of effectiveness of the Law on Investment, the investment certificate-issuing bodyshall issue an investment certificate on the basis of the submitted investment project fileand the provisions of the Law on Investment and this Decree.

Article 100 Implementing provisions

1. This Decree shall be of full force and effect as of 1 July 2006. All previous provisionswhich are inconsistent with this Decree are hereby repealed.

2. The Ministry of Planning and Investment shall be responsible for providing guidelines forthe implementation of this Decree.

Ministers, heads of ministerial equivalent bodies, heads of Government bodies, andChairmen of people’s committees of provinces and cities under central authority shall beresponsible for providing guidelines and implementation of this Decree.

On Behalf of the GovernmentPrime Minister

PHAN VAN KHAI


List of Appendices

A1 List of specially encouraged sectors

A2 List of encouraged sectors

B1 List of areas with specially difficult socio-economic conditions

B2 List of areas with difficult socio-economic conditions

C List of sectors in which investment is prohibited

D List of sectors in which investment is conditional


APPENDIX D

LIST OF SECTORS IN WHICH INVESTMENT IS CONDITIONAL APPLICABLE TO FOREIGNINVESTORS

(Issued with Decree /2006/ND-CP dated / /2006Providing Guidelines for the Implementation of the Law on Investment)

1. Broadcasting and television.2. Production, publishing and distribution of cultural products.3. Investment in fields of insurance, banking, brokerage, trading of securities, monetary andother related services.4. Exploration and exploitation of minerals.5. Construction, installation, operation and maintenance of telecommunication equipment.6. Construction and operation of river ports, sea ports and airports.7. Transportation of goods and passengers by railway, airway, roadway and sea andwaterways.8. Catching of Fishing and aquaculture.9. Production of tobacco;10. Real estate business.11. Import, export and distribution business;12. Education and training132. Other investment sectors specified in international treaties of which Vietnam is a member,committing to restrict the opening of the investment market to foreign investors;143. With respect to investment in the above sectors, conditions applicable to foreign investorsshall conform to the measures stipulated in international treaties of which Vietnam is a member.

Documents

DECREE PROVIDING GUIDELINES FOR IMPLEMENTATION OF LAW … · 2016-07-26 · the Law on Enterprises and relevant laws and shall carry out investment procedures in accordance with the